[ANFIELD SUJIR KENNEDY & DURNO LOGO] Exhibit 5.1 1600 - 609 GRANVILLE STREET P.O. BOX 10068 PACIFIC CENTRE VANCOUVER, B.C. V7Y 1C3 TELEPHONE: (604) 669-1322 FACSIMILE: (604) 669-3877 May 11, 2006 BPI Energy Holdings, Inc. 30775 Bainbridge Road, Suite 280 Solon, Ohio 44139 Dear Sirs/Mesdames: RE: POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1 BPI Energy Holdings, Inc. (the "Company") is filing with the U.S. Securities and Exchange Commission on or about the date hereof a Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (the "Amendment to Registration Statement") for the registration under the Securities Act of 1933, as amended, of the offer and sale by the selling shareholders named in the Amendment to Registration Statement (the "Selling Shareholders") of 16,595,200 shares of common stock, without par value, of the Company (the "Common Stock"), which includes 6,223,200 common shares (the "Warrant Shares") issuable upon due exercise of certain outstanding share purchase warrants (the "Warrants"). Item 601 of Regulation S-K requires that an opinion of counsel concerning the legality of the securities to be registered be filed as an exhibit to the Amendment to Registration Statement. In rendering this opinion, we have examined the Company's articles of incorporation, as in effect as of the date hereof, and such other records and documents as we have deemed advisable in order to render this opinion. As a result of the foregoing, we are of the opinion that the currently outstanding 10,372,000 shares forming the Common Stock have been legally issued and are fully paid and non-assessable common shares, that the share purchase Warrants have been duly authorized, and that the Warrants Shares will, upon receipt by the Company of the full exercise price therefore in accordance with the provisions of the Warrants, be issued as fully paid and non-assessable common shares. We are solicitors qualified to practice law in the Province of British Columbia and we express no opinion as to the laws of any jurisdiction, or as to any matters governed by the laws of any jurisdiction, other than the laws of the Province of British Columbia and the laws of Canada applicable therein. The opinions herein are based on the laws of the Province of British Columbia and the laws of Canada applicable therein in effect on the date hereof. The opinion set forth herein is as of the date hereof. We assume no obligation to advise you of any changes that may hereafter be brought to our attention. Subject to the qualifications set out above, our opinion is based on statutory laws and judicial decisions that are in effect on the date hereof, and we do not opine with respect to any law, regulation or rule that may be enacted or adopted after the date hereof, nor do we assume any responsibility to advise you of future changes in our opinion. ANFIELD SUJIR KENNEDY & DURNO May 11, 2006 Page 2 We hereby consent to the use and filing of this opinion as an exhibit to the Amendment to Registration Statement as filed with the Securities and Exchange Commission and to the reference to us under the heading "Legal Matters" in the Amendment to Registration Statement. Yours truly, /s/ ANFIELD SUJIR KENNEDY & DURNO